51job, Inc., a leading provider of integrated human resource services in China, announced that it has entered into a definitive Agreement and Plan of Merger with Garnet Faith Limited, an exempted company with limited liability incorporated under the law of the Cayman Islands, pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company with the Company being the surviving company, in a transaction implying an equity value of the Company of approximately US$5.7 billion in which the Company will be acquired by a consortium of investors.
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share, par value US$0.0001 per share, of the Company (each, a “Common Share” or a “Share”) issued, outstanding and not represented by American depositary shares of the Company (each, an “ADS,” representing one Common Share) immediately prior to the Effective Time, other than the Excluded Shares, the Continuing Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease to exist, in exchange for the right to receive US$79.05 in cash per Share without interest (the “Per Share Merger Consideration”), and each outstanding ADS, other than ADSs representing Excluded Shares and Continuing Shares, together with each Share represented by such ADS, will be cancelled in exchange for the right to receive US$79.05 in cash per ADS without interest (the “Per ADS Merger Consideration” and, together with the Per Share Merger Consideration, the “Merger Consideration”).
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At the Effective Time, each (i) option to purchase Shares that shall have become vested or is expected to vest on or prior to September 30, 2021 and remains outstanding at the Effective Time (a “Vested Company Option”) will be cancelled, and each holder of a Vested Company Option which is cancelled at the Effective Time will have the right to receive, as soon as practicable after the Effective Time, an amount in cash determined by multiplying (x) the excess, if any, of US$79.05 over the applicable exercise price of such Vested Company Option by (y) the number of Shares underlying such Vested Company Option; and (ii) option to purchase Shares which is not a Vested Company Option (an “Unvested Company Option”) will be cancelled in exchange for an employee incentive award issued by the Surviving Company, to replace such Unvested Company Option, pursuant to terms and conditions to be determined by the Surviving Company which will be substantially the same as the terms and conditions (including as to vesting) under the Company Share Plans (as defined in the Merger Agreement) and the award agreement with respect to such Unvested Company Option.
The Merger Consideration represents a premium of 28.89% to the closing price of the Company’s ADSs on May 3, 2021, the last trading day prior to the Company’s announcement of its receipt of the updated “going-private” proposal, and a premium of 25.38% to the volume-weighted average closing price of the Company’s ADSs during the last 30 days prior to its receipt of the updated “going-private” proposal.
The Consortium includes DCP Capital Partners II, L.P. (together with its affiliated investment entities, “DCP”), Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”), and Mr. Rick Yan, the Chief Executive Officer of the Company. Recruit Holdings Co., Ltd. (“Recruit”), the Company’s largest shareholder, is also participating in the transaction with the Consortium.
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The Consortium intends to fund the Merger through a combination of cash contributions from certain members of the Consortium pursuant to their respective equity commitment letters, equity contributions from certain shareholders of the Company, proceeds from certain committed term loan facilities in an aggregate amount up to US$1,825,000,000 from China Merchants Bank Co., Ltd. Shanghai Branch as the sole original mandated lead arranger and the lead underwriter, and Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch as the original joint mandated lead arranger and the co-lead underwriter, and available cash of the Company and its subsidiaries.
The Company’s board of directors (the “Board”), acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee”), approved the Merger Agreement and the Merger and resolved to recommend the Company’s shareholders vote to approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its own financial and legal advisors.
The Merger, which is currently expected to close during the second half of 2021, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy as a single class at a meeting of the Company’s shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. Mr. Rick Yan (together with entities through which Mr. Yan beneficially owns Shares), Recruit, and certain other existing shareholders of the Company have agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 54.9% of the voting rights attached to the total outstanding Shares of the Company as of the date of the Merger Agreement, in favor of the approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the NASDAQ Global Select Market.
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